"Greater energy and greater passion is more extraordinary than greater genius."

Lt. General Arjun Ray, PVSM, VSM (Retd)

Trust Deed

This Deed of Trust is made this 24th day of April, 2003, by Lt. Gen Arjun Ray (Retd), PVSM, VSM., S/o. Late Mr. Ashok Ray, aged about 59 years, residing at No.3,Christella, 206, Whitefield Main Road, Bangalore 560 066, hereinafter called 'the Settlor' of the One Part

hereinafter called "The Trustees" (which expression unless excluded by or repugnant to the context mean and include the Trustee or Trustees for the time being of these presents and their successors in office) of the Other Part.

Whereas

1.

The Settlor is desirous of creating a Trust by setting apart and establishing a fund for educational and charitable objectives and purposes in India and abroad as hereinafter expressed.

2.

The Trustees have, at the request of the Settlor, agreed to act as Trustees of these presents on the terms, conditions and provisions hereinafter contained.

Now this deed of trust witnesseth as follows

1. Definitions

In this Deed unless the context otherwise requires:

1.

"The Trustees" shall mean any or all the Trustees as are appointed hereunder and include any Trustees for the time being.

2.

"The Trust Property" shall mean the nucleus of the Trust, moneys, securities and other assets whether movable or immovable from time to time vested in the Trustees and whether obtained by donation, gift, purchase or otherwise and includes any other accruals thereto.

3.

"Objects of the Trust"all mean any or all the objects set out in Clause 6 hereof.

4.

Words inputing the singular shall include the plural and vice versa.

2. Trust Fund

In order to effectuate the said desire of the Settlor and for achieving the objects of establishing an Educational and Charitable Trust, the Settlor has delivered to and made over to the Trustees a sum of Rs 1,000/ (Rupees One Thousand Only) irrevocably with the intent to part with all his rights, title and interest and claim therein and vest the same in the Trustees to have and to hold the same and the investment(s) for the time being representing the same and all other properties, movable or immovable, tangible or intangible, real or personal that may for the time being represent the Trust Estate together with all additions and accretions thereto and all income thereof and all other properties that may be acquired out of the same or otherwise may hereafter be subject to the Trust (hereinafter referred to as the "Trust Fund") for the objects and purposes hereinafter expressed with the powers to deal with the same on the terms and conditions herein contained.

3. Name

The name of the Trust shall be "Trust for Empowering Women of Ladakh" hereinafter referred to as 'Trust) and the office of the Trust shall be situated at No.14, Domlur Extension, II Stage, III Phase, Bangalore 560 071 or such other place(s) as the Trustees may deem fit and proper at their discretion.

4. Control of Trust Property

The Trust Property, its control, management and administration shall hereinafter vest in the Trustees.

5. Management of the Trust

The business and affairs of the Trust shall be carried on and managed by the Trustees, who shall, for this purpose, exercise all such powers and authority as are necessary or proper for the achievement or the furtherance of the objects of the Trust, not withstanding that these presents do not expressly provide for the exercise of any such power or authority.

6. Objects of the Trust

The objects of the Trust, which shall be applied without any discrimination whatsoever of caste, creed, race or religion, shall be the following:

1.

To acquire by gift, purchase, exchange, lease or otherwise lands, buildings or other immovable property together with all rights appertaining thereto.

2.

To construct, to equip and maintain buildings and other properties belonging to the Trust.

3.

To raise funds for the Trust by gift, donations, loans or otherwise.

4.

To receive moneys, securities, instruments and/or any other movable property for and on behalf of the Trust and to issue receipts therefor.

5.

To enter, make and execute all such agreements, documents and instruments as may be necessary and proper for carrying on the management of the Trust Property.

6.

To sue and defend all legal proceedings on behalf of the Trust.

7.

To invest the money and funds of the Trust as may be considered appropriate by the Trustees.

8.

To manage, sell, transfer, gift or otherwise dispose off any property, movable or immovable of the Trust.

9.

To appoint as many Committees, Governing or Advisory Councils or Self help enterprise units for the achievement of the objects of the Trust and to assign such functions and duties and delegate such powers as the Trustees may deem fit.

10.

To appoint, from time to time any employees on such terms and conditions as the Trustees may deem fit and to terminate the services of such employees and/or to create any schemes, provident funds, gratuity funds etc. for their welfare.

11.

To open bank accounts and to operate them.

12.

To grant monetary or financial assistance to such persons as they may select on such terms and conditions as may be prescribed for furthering the objects of the Trust.

13.

To amend or modify the provisions of the Trust Deed in the manner setout hereinafter.

10. Investments

The funds of the Trust shall be invested by the Trustees in the modes specified under the provisions of Sec. 13(l) read with Sec. 11(5) of the Income Tax Act, 1961 as amended from time to time.

11. Vesting of Investments

All securities and investments, which may at any time be vested in the Trustees shall stand in the name of Trusts or in the joint names of such Trustees who may be so authorised by a resolution of the Trustees.

12. Bank Accounts

The Trustees shall from time to time open and maintain in the name of the Trust or in the names of any such Trustees, as may be authorised by a resolution of the Trustees, accounts in such bank(s) or post offices as the Trustees may decide. All moneys received by the Trustees on account of and towards the Trust Property shall be deposited forthwith to the credit of such account except what may be required for the day to day activity of the Trust.

13. Accounts & Audit

The Trustees shall regularly maintain proper accounts of the moneys received and spent. On the 31st day of March every year a general account shall be taken of all the assets and liabilities of the Trust and an Income & Expenditure Account for the whole year and a Balance Sheet as at 31st March shall be prepared and passed by the Trustees. The accounts of the Trust shall be audited annually by a Chartered Accountant or a firm of Chartered Accountants appointed by the Trustee for this purpose.

14. Remuneration to Trustees

The Trustees shall not be entitled to any remuneration. They may, however, reimburse themselves and pay and discharge out of the Trust Property all costs, charges and expenses bona fide incurred in or about the promotion or execution of the objects of the Trust.

15. Liability of the Trustees

No Trustees shall be liable for any loss caused to the Trust by any act or thing committed or done by such Trustees if the Trustee were acting in the proper discharge of his duty towards the Trust and in good faith.

16. Appointment etc. of Trustees

The following provisions as to retirement, discharge and appointment of new Trustees and qualification shall apply:

1.

The Board of Trustees shall not be less than two or more than seven.

2.

Any Trustee may retire on giving two months notice to the remaining Trustees.

3.

A Trustee shall be deemed to have been discharged and his office shall become vacant on the happening of all or any of the following events:

a.

if he is found to be unsound mind by a Court of competent jurisdiction;

b.

if he is adjudged insolvent or if he applied to be so adjudicated;

c.

if he is convicted of an offence involving moral turpitude and is sentenced to imprisonment of for a term of not less than six months;

d.

if he is absent from India without permission of the Board of Trustees (which permission when granted shall not be withdrawn) for continuous period of more than six months;

e.

if he absents himself from four consecutive meetings of Trustees without leave of absence from the Trustees;

4.

A Trustee shall also be deemed to have been discharged and his office shall become vacant if the remaining Trustees at a formal meeting pass a resolution by majority (which resolution shall not be open to question) declaring that the said Trustee has acted in a manner prejudicial to the interest of the Trust or his continuation as a Trustee is considered otherwise undesirable.

5.

Subject to sub clause (i) above, the Trustees may from time to time by an instrument in writing under their hand appoint an Additional Trustee or a New Trustee to fill a vacancy. The Trustee, so appointed, shall have the same powers as if he was originally appointed as a Trustee under these presents.

17. Executive Trustee

The Trustee may appoint amongst themselves any Trustee(s) as an Executive
Trustee(s), by whatever name called, and delegate such powers and functions
as they may deem fit. Lt Gen Arjun Ray (Retd), PVSMI, VSM shall be the First
Executive Trustee.

18. Meetings of the Trustees

The Trustees shall meet as frequently as possible and at least once in every six months.

The Trustees shall convene an Annual General Meeting within 9 (nine) months after the expiry of each financial year of the Trust at which the following business shall be transacted:

At any meeting of the Trustees, two Trustees present shall form the quorum.

At least seven days notice shall be given in writing to all Trustees, unless the same is waited by the trustees.

All meetings of the Trustees shall be held at Bangalore, provide however that the Trustees may hold the meeting outside Bangalore if the majority of the Trustees so decide.

Voting at all meetings of the Trustees shall be by show of hands and all resolutions of the Trust shall be passed by a majority vote of Trustees.

A resolution in writing circulated to and signed by all Trustees shall be as valid and effectual as if it had been passed at the meeting of the Trustees.

19. Bye-Laws

The Trustees may from time make and enforce all such rules, regulations and by-laws not inconsistent with the expressed provisions of this Trust for securing and facilitating the administration and management in detail of the activity and affair of the Trust, and for convening, conducting and regulating the meetings of the Trustees and generally for the management and administration of the Trust and also from time to repeal, alter, amend and add to such rules as they may deem fit.

20. Amendments

The Trustees may amend or modify all or any of the provisions of the Trust Deed, provided however, that the written consent of the Executive Trustee shall be required to make any such amendment or modification. However, no amendments to the Trust Deed shall be made which may prove to be repugnant to the provisions of Sec. 2(15), 11, 12, 13 & 8OG of the Income Tax Act,1961 as amended from time to time. Further, no amendment shall be carried out in the Trust Deed without the prior approval of the Commissioner of Income Tax.

21. Dissolution

In the event of dissolution or winding up of the Trust, the assets remaining as on the date of dissolution shall under no circumstances be distributed among the Trustees, but the same shall be transferred to another Charitable Trust/ Society/ Company whose objects are similar to those of this Trust and which enjoys recognition u/s. 80G of the Income Tax Act, 1961 as amended from time to time.

23. General

1.

The Trust formed shall be irrevocable.

2.

The benefits of the Trust shall be open to all irrespective of caste, creed or religion.

3.

The funds and the income of the Trust shall be solely utilized for the achievement of its objects and no portion of it shall be utilized for payment to the Trustees by way of profit, interest, dividends etc.

In Witness whereof the Settlor has hereunto set her/his hands to this Declaration of Trust on the day, month and year first above written.